EXHIBIT 10.30
  
                        RETAIL LEASE
  
  THIS RETAIL LEASE (the "Lease") is made this 1st day of July,
  1998 by and between PINNACLE CITADEL LLC., an Arizona limited
  liability company ("Landlord"), and GIANT INDUSTRIES ARIZONA, INC.,
  an Arizona limited liability company ("Tenant"). 
   
  Landlord hereby leases to Tenant and Tenant leases from
  Landlord for the term and upon the conditions and agreements set
  forth in this Lease a portion of the real property described on
  Exhibit A attached hereto known as the Inn at the Citadel, consisting
  of approximately 8,176 square feet of space consisting of eleven
  suites on the second floor and an office/lobby suite on the first
  floor together with any or all additional space used in connection
  with Tenant's business (the "Premises") in The Citadel (the "Center")
  along with two (2) covered parking spaces numbered 9 and 10 each
  located in the area cross-hatched on Exhibit B. The address of the
  premises is 8700 East Pinnacle Peak Road, Scottsdale, Arizona  85255.
  
             1. Term and Possession
  
  (a)  The term (the  Term ) of this Lease shall commence on
  the earlier of (i) the date possession is tendered by written notice
  to Tenant or (ii) the date on which the Tenant shall first use or
  occupy any part of the premises or (iii) the date a temporary
  certificate of occupancy for the Premises is issued by the City of
  Scottsdale (the "Commencement Date") and shall expire on June 30,
  2003.  The Tenant's obligation to pay Rent (defined in Articles 2(d)
  below) shall begin on the Commencement Date (the  Rent Start Date").
  The anticipated Commencement Date is July 1, 1998.  Upon request of
  either party after the term has commenced, Landlord and Tenant shall
  jointly execute a memorandum confirming the Commencement Date.  
   
  (b)  Upon the expiration or earlier termination of this
  Lease or upon the termination of Tenant's right of possession,
  whether by lapse of time or otherwise, Tenant shall at once surrender
  possession of the Premises to Landlord and remove all of Tenant's
  property as provided in Article 10. 
  
  (c)  Tenant shall have no right to hold over after the
  expiration of  this Lease without Landlord's prior written consent. 
  If, with Landlord's prior written consent, Tenant holds over after
  the expiration of this Lease, Tenant shall become a tenant from month
  to month only, upon all of the terms of this Lease except that
  Article 1(a) shall not apply and the amount of the Minimum Annual
  Rent (defined at Article 2(a) below) shall be increased to an amount
  equal to 125% of the Minimum Annual Rent in effect immediately prior
  to the expiration. 
  
       (d)  Provided Tenant has not been and/or Landlord has not
  deemed Tenant in default under this Lease, Tenant shall have the
  option, exercisable by written notice given to the Landlord at least
  180 days prior to the expiration of the then current Term, to extend
  this Lease by one (1) successive period of five (5) years.  All the
  terms and conditions of this Lease, including, without limitation,
  Article 2(b), shall remain in full force and effect during the
  extended Term. As used herein, the word  Term  shall hereafter mean
  the Term as it may have been extended pursuant to this Article 1(d).
  
                     2. Rent
  
  (a)  Minimum Rent.  Tenant shall pay to Landlord during the
  Term at the office of Landlord, 23733 North Scottsdale Road,
  Scottsdale, AZ 85255, or at such other place as Landlord may
  designate, without notice, demand, deduction or set-off,  Minimum
  Annual Rent  in the amount of $163,520.00 per annum, subject to
  adjustment as provided in Article 2(b), in equal monthly installments
  in advance on the first day of each calendar month with applicable
  transaction privilege or other similar sales tax.  In addition,
  Tenant shall pay the amount of $40.00 per month for each of the two
  (2) reserved covered parking spaces.  In the event the Rent Start
  Date does not occur on the first day of a calendar month, Tenant
  shall pay Rent on the Rent Start Date for the fractional month on a
  pro rata 30-day month basis. 
   
  (b)  Adjustments.  The Minimum Annual Rent shall be
  adjusted upwards as of each one (1) year anniversary of the
  Commencement Date (the  Adjustment Date ) as follows:
   
  (i)  Landlord shall ascertain the Consumer Price
  Index for All Urban Consumers - U.S. Cities Average - All Items (the
  "CPI") published by the United States Department of Labor, Bureau of
  Labor Statistics (1982-84 = 100) for the third full calendar month
  prior to the Commencement Date for the first year adjustment and the
  third full calendar month prior to the previous Adjustment Date for
  all following adjustments (the "Base Index") and for the third full
  calendar month prior to the Adjustment Date (the "Comparison Index"). 
   
  (ii) The Minimum Annual Rent commencing as of each
  Adjustment Date shall be equal to the Minimum Annual Rent in effect
  immediately preceding each Adjustment Date (the "Effective Minimum
  Annual Rent") times a fraction, the numerator of which is the
  Comparison Index associated with that Adjustment Date and the
  denominator of which is the Base Index, as illustrated in the
  following formula for the first (1st) Adjustment Date: 
   
    Adjusted Minimum  =  Effective Minimum  x    Comparison Index 
       Annual Rent          Annual Rent             Base Index 
   
  (iii)     Notwithstanding the foregoing, in no event
  shall the Minimum Annual Rent be adjusted downwards. When the Minimum
  Annual Rent payable as of each Adjustment Date is determined,
  Landlord shall promptly give Tenant written notice of such adjusted
  Minimum Annual Rent and the manner in which it was computed.  The
  Minimum Annual Rent as so adjusted from time to time shall be the
  "Minimum Annual Rent" for all purposes under this Lease.
   
  (iv) If at any time the CPI is no longer published
  or its manner of calculation is materially changed, Landlord may
  substitute a substitute index, reconciled to the month three (3)
  months prior to the Commencement Date, as reasonably reflects changes
  in the purchasing power of the dollar. 
  
  
  (c)  Nature of Payments. All sums required to be paid by
  Tenant under this Lease, whether or not so designated, including,
  without limitation, Minimum Annual Rent and Tenant s Pro Rata Share
  of Operating Costs are  Rent  and shall be paid  without notice,
  demand, deduction, or set-off. 
   
  (d)  Late Charges and Interest.  Any amount due from Tenant
  to Landlord which is not paid when due shall bear interest at three
  percent in excess of the prime rate as established from time to time
  by the Bank of America Arizona (or, if such bank ceases to exist,
  such other comparable financial institution as reasonably determined
  by Landlord) from the due date until paid, but the payment of such
  interest shall not excuse or cure any default by Tenant under this
  Lease.  In addition, if any Rent or other payment is not paid within
  five days of its due date, then Tenant shall also pay to Landlord a
  late charge equal to ten percent of the amount of such payment. 
        
          3. Use
  
  (a)  Tenant shall continuously and uninterruptedly
  operate, use and occupy the Premises as office suites or as an inn
  along with a 1st floor office/lobby for the inn and for no other
  purpose whatsoever and shall be open for business those hours that
  conform with the hours of opening which are customary for businesses
  of like character in the City of Scottsdale.
  
  (b)  Tenant, its agents, employees and/or contractors
  shall, at Tenant s sole cost and expense, comply with the following: 
   
  (i)  Tenant shall not use or permit upon the
  Premises anything that would invalidate any policies of insurance now
  or hereafter carried on the Premises or that will increase the rate
  of insurance on the Premises or the Center; 
   
  (ii)  Tenant shall pay all additional insurance
  premiums which may be caused by the use which Tenant shall make of
  the Premises; 
  
  (iii)     Tenant shall not in any manner deface or
  injure the Premises or overload any floor of the Premises; 
   
  (iv) Tenant shall not conduct or permit any auction
  sale to be held on or about the Premises, whether such auction be
  voluntary or involuntary, or any sidewalk sale without the prior
  written consent of Landlord; 
  
  (v)  Tenant shall not do anything or permit
  anything to be done upon the Premises in any way tending to create
  a nuisance, or tending to disturb any other lessee in the Center or
  tending to injure the reputation of the Center, including, without
  limitation, the playing of music audible outside the Premises and the
  affixing or maintaining upon the glass panes or supports of the show
  windows or on or within 24" of any window, doors or exterior walls
  of the Premises, any signs, advertising placards, names, insignia,
  trademarks, descriptive material or any other like item(s) without
  having first received the written approval of Landlord as to the
  size, type, color, location, copy, nature and display qualities of
  any such item. All signs shall comply with City of Scottsdale sign
  ordinances and The Citadel sign criteria.
   
  (vi)  Tenant shall not display merchandise,
  advertise or solicit business on the sidewalks and other Common Areas
  (defined at Article 6(a) below) or place any handbills, bumper
  stickers or other advertising devices on any vehicle parked in the
  Common Areas of any other parking area of the Center;  
  
  (vii)      Tenant shall not use the Premises
  designated as the office/lobby for lodging or sleeping purposes;
  
  (viii)     Tenant shall not commit or suffer to be
  committed any waste upon the Premises; 
  
  (ix) Tenant shall not violate any recorded
  restriction or covenant affecting the Center, nor use the Premises
  for any purpose which would be in violation of any exclusive rights
  or use granted to other tenants in the Center.  Landlord shall not
  grant exclusive rights which would prohibit Tenant from exclusively
  using the Premises for the purposes stated in Article 4(a) above
  except for incidental uses ancillary to the main use of the other
  user. 
  
  (x)  Tenant shall, at its sole cost and expense,
  maintain the elevator located in the Center that services the Inn at
  the Citadel  in first class condition.
  
  (c)  Tenant shall provide and maintain sanitary receptacles
  within the Premises in which to place any refuse or trash.  Tenant
  shall cause such refuse or trash to be removed from the Premises to
  receptacles designated by Landlord as often as required to maintain
  a sanitary condition, but in no event less often than daily.  No
  grease or rubbish or hazardous waste shall be disposed of through any
  plumbing system.  Tenant shall sweep as needed and keep free of
  refuse all sidewalks immediately adjacent to the Premises if so
  directed by Landlord.  Tenant shall not allow the Premises to be
  infested with insects or vermin.
  
  (d)  Tenant shall use its best efforts to complete all
  deliveries, loading, unloading and services to the Premises before
  10:00 a.m. each day.  Tenant shall attempt to prevent any delivery
  trucks or other vehicles servicing the Premises from parking or
  standing in front of, or at the rear of, the Premises from 10:00 a.m.
  to 9:00 p.m. of each day.  Landlord reserves the right to further
  regulate the activities of Tenant in regard to deliveries to and
  servicing of the Premises, and Tenant agrees to abide by such further
  non-discriminatory regulations of Landlord. 
   
  (e)  Tenant shall, at Tenant's sole cost and expense,
  comply with all present and future federal, state and local laws,
  ordinances, orders, rules and regulations (collectively, "Laws"), and
  shall procure all permits, certificates, licenses and other
  authorizations required by applicable Law relating to Tenant's
  business or Tenant's use or occupancy of the Premises or Tenant's
  activities on the Premises.  Tenant shall make all reports and
  filings required by applicable Laws. 
  
  (f)  Tenant's Warranty as to Hazardous or Toxic Materials.
  Tenant shall not cause or permit any Hazardous Substances to be
  brought upon, kept or used in or about the Premises by Tenant, its
  agents, employees, contractors or invitees, except such incidental
  quantities of commonly used office supplies (such as copier fluid and
  typewriter correction fluids) and ordinary cleaning solvents,
  provided that all of the foregoing are only in such quantities as are
  normal for the permitted use of the Premises, are used in the manner
  for which they are designed and are at all times used, kept, and
  stored and disposed of in a manner that strictly complies with all
  laws regulating any such Hazardous Substances.  Any Hazardous
  Substances placed in or on the Premises by Tenant, its agents,
  employees, contractors or invitee shall remain the property of
  Tenant, notwithstanding anything in the Lease to the contrary. 
  Tenant shall not install any  underground storage tank  on the
  Premises, as such term is defined in 42 U.S.C. Section 66991 and the
  regulations promulgated thereto, as amended from time to time and
  including all pipes and conduiting relating thereto.  If Tenant
  breaches the covenants and obligations set forth herein, or if the
  presence of Hazardous Substances on, in or about the Premises caused
  by Tenant, its agents, employees, contractors or invitees, results
  in contamination of the Premises, then Tenant shall indemnify, defend
  and hold Landlord, its officers, employees, partners, agents and
  representatives, free and  harmless from and against any and all
  claims, judgments, penalties, fines, costs, liabilities and damages,
  (including, without limitation, sums paid in settlement of claims,
  attorneys' fees and expenses (through all levels of proceedings),
  consultants or experts fees) and all costs incurred in enforcing this
  indemnity which arise during or after the Term as a result of the
  presence of such Hazardous Substances or any contamination, damage
  or injury therefrom. This indemnification by Tenant includes, without
  limitation, any and all costs incurred in connection with any
  investigation of site conditions or any clean up, remedial, removal
  or restoration work required by any federal, state or local
  governmental agency or political subdivision because of the presence
  of such Hazardous Substances caused by Tenant, its agents, employees,
  or contractors in, on or about the Premises.  Tenant shall promptly
  take all actions, at its sole cost and expense, as are necessary to
  return the Premises to the condition existing prior to the
  introduction of any such Hazardous Substances, provided that
  Landlord's approval of such actions is first obtained.  Furthermore,
  Tenant shall immediately notify Landlord of any inquiry, test,
  investigation or enforcement proceeding by or against Tenant or the
  Premises concerning the presence of any Hazardous Substances.  Tenant
  acknowledges that Landlord, at Landlord's election, shall have the
  right to negotiate, defend, approve and appeal any action taken or
  order issued by any governmental authority with regard to any
  Hazardous Substances condition which Tenant is obligated hereunder
  to remediate.  The provisions of this Article 4(f) shall survive the
  expiration or sooner termination of the Term or of Tenant's right to
  possession, whether by lapse of time or otherwise. The term
  "Hazardous Substance" includes,  without limitation, any material or
  substance which is (i) defined or listed as a "hazardous waste",
  "extremely hazardous waste", "restrictive hazardous waste" or
  "hazardous substance" or considered a waste, condition of pollution
  or nuisance under any Environmental Law (as defined below); (ii)
  petroleum or a petroleum product or fraction thereof; (iii) asbestos;
  and/or (iv) substances known to cause cancer and/or reproductive
  toxicity.  The term "Environmental Law" shall mean any federal, state
  or local law, statute, ordinance, rule, regulation, order, consent,
  decree, judgment or common-law doctrine, interpretation thereof, and
  provisions and conditions of permits, licenses, plans, approvals and
  other operating authorizations whether currently in force or
  hereafter enacted relating to health, industrial hygiene or the
  environmental conditions on, under or about the Premises or the
  Center, including, without limitation, (i) the Comprehensive
  Environmental Response, Compensation and Liability Act of 1980, 42
  U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and
  Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq.; (iii) the
  Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.,
  as such laws are amended and the regulations and administrative codes
  applicable thereto.  It is the intent of the parties hereto to
  construe the terms "Hazardous Substance" and "Environmental Law" in
  their broadest sense. 
  
  (g)  Tenant shall keep its sign, exterior lighting and
  display windows lit during those hours that Landlord in its sole
  discretion may reasonably require.
  
  (h)  Tenant shall not use the Premises for any purpose
  other than as set forth in Article 4(a) and shall notify Landlord in
  writing of, and obtain Landlord s prior written consent to, any
  intended change in the nature of its activities or business conducted
  on the Premises and permitted by Article 4(a).
  
         4. Taxes
  
  (a)  Tenant shall pay, prior to delinquency, all taxes
  assessed against or levied upon Tenant's fixtures, furnishings,
  equipment and other personal property (the  Personalty ) located in
  or upon the Premises.  Tenant shall cause the Personalty to be
  assessed and billed separately from the real property of which the
  Premises form a part. In the event any or all of Tenant's Personalty
  shall be assessed and taxed with the real property of which the
  Premises or the Center are a part, Tenant shall pay to Landlord
  Tenant's share of such taxes within ten days after delivery to Tenant
  by Landlord of a statement in writing setting forth the amount of
  such taxes applicable to Tenant's Personalty. 
  
  (b)  Tenant shall, simultaneously with the payment of any
  sums required to be paid under this Lease as Rent, additional rent
  or otherwise, pay or reimburse Landlord for any sales, use, rental,
  transaction privilege or other excise tax imposed or levied on, or
  measured by, the amount paid.
  
  (c)  Concurrently with each payment of Minimum Annual Rent
  hereunder, Tenant shall deliver to Landlord a copy of the Preliminary
  Sales Tax Report filed (or required to be filed) by Tenant with the
  Arizona Department of Revenue for the immediately preceding calendar
  month, with respect to the business conducted in the Premises.
  
  5. Common Areas
  
  (a)  All parking areas, access roads, driveways, pedestrian
  sidewalks and ramps, landscaped areas, drainage facilities, exterior
  lighting, signs, courtyards and other areas and improvements provided
  by Landlord for the general use in common of tenants, their officers,
  agents, employees, customers and other invites (collectively, the 
  "Common Areas") shall at all times be subject to the exclusive
  control and management of Landlord, and Landlord shall have the right
  from time to time to modify, enlarge or eliminate the same and to
  establish, modify and enforce reasonable rules and regulations with
  respect thereto. Tenant's right to use the Premises includes the
  non-exclusive right to use the areas designated from time to time by
  Landlord as the Common Areas. 
  
  (b)  Landlord shall at all times have the right to designate
  a particular parking area to be used by employees of Tenant and other
  occupants of the Center and any such designation may be changed by
  Landlord from time to time.  Tenant and its employees shall park
  their cars only in those portions of the Common Areas, if any,
  designated for that purpose by Landlord.  Tenant shall furnish
  Landlord from time to time with an accurate current list of its and
  all its employees' automobile license plate numbers within 15 days
  after taking possession of the Premises and thereafter within 15 days
  after any change in the accuracy of the list.  If Tenant or its
  employees fail to park their cars in designated parking areas,
  Landlord may charge Tenant $25.00 per day per car for each such
  violation and shall have the right to have any such car towed away. 
   
   
  6. Operating Costs, Real Property Taxes
  and Utilities
  
  (a)  Tenant shall pay as of the Rent Start Date to Landlord
  Tenant's pro rata share of all of the Center's operating costs
  consisting of the total cost and expense incurred in managing,
  operating, maintaining replacing and repairing the Center and its
  Common Areas including, without limitation, real property taxes and
  general and special assessments, wages, salaries and employee
  benefits of persons performing services in connection with the
  Center, utilities, parking lot sweeping, sealing, patching, re-
  striping and resurfacing; repairs, maintenance, and renewal of
  equipment and improvements, including roofs, public liability and
  property damage insurance, fire and extended coverage insurance,
  plate glass insurance and rent interruption insurance, supplies,
  materials, tools, parts, and equipment, equipment rental charges;
  bookkeeping, accounting, legal and other professional charges and
  expenses, fees for permits and licenses, administrative expenses,
  taxes, service and maintenance contracts, signage, advertising,
  marketing and landscaping, cleaning, window washing, lighting,
  painting, fire protection and fire hydrant charges, steam, water and
  sewer charges, gas electricity and telephone utility charges,
  supplying music to the Common Areas, depreciation of the cost of
  equipment used in operating and maintaining the Common Areas, or rent
  paid for leasing such equipment, Landlord s office rent or the fair
  market rental value of office space in the Center used by Landlord
  to manage, operate and maintain the Common Areas, security, etc., 
  (collectively, the  Operating Costs ). Tenant's  Pro Rata Share of
  the Operating Costs  shall be the proportion that the area of the
  Premises bears to the total rentable area of all rentable space in
  the Center owned by the Landlord. 
   
  (b)  On the first day of each month (or such other regular
  cycle as Landlord may determine)Tenant shall pay a monthly advance
  charge on account of Tenant's Pro Rata Share of the Operating Costs. 
   The amount of the monthly charge shall be established by Landlord
  and may be adjusted from time to time by Landlord to reflect the
  actual cost. Within 120 days after the end of each fiscal year as
  established for the Center by Landlord, Landlord shall provide to
  Tenant a reasonably detailed summary of the actual Operating Costs
  showing Tenant's actual share and the amount by which Tenant has
  overpaid or underpaid. Any overpayment shall be credited to Tenant's
  account. Any deficiency shall be payable within ten days after
  receipt of the statement. In the alternative, Landlord may, at its
  option during all or part of the Term, bill Tenant for its pro rata
  share of Operating Costs in arrears based on actual costs as they are
  incurred, in which case Tenant shall pay the invoice within ten days
  after receipt. However, Landlord s failure to provide such reasonably
  detailed summary of the actual Operating Costs showing Tenant's
  actual share and the amount by which Tenant has overpaid or underpaid
  by the date provided above shall in no way excuse Tenant from its
  obligation to pay its pro rata share of Operating Costs or constitute
  a waiver of Landlord s right to bill and collect such pro rata share
  of Operating Costs from Tenant in accordance with this Article 7(b).
   
  (c)  The operating costs for the fiscal year in which this
  Lease commences or terminates shall be apportioned so that Tenant
  shall not be responsible for costs that relate to periods prior to
  or subsequent to the term of this Lease except any period of holding
  over. 
   
  (d)  Tenant shall be solely responsible for payment for and
  pay before delinquency all utilities provided to the Premises as of
  the Commencement Date, which shall be separately metered at Tenant's
  expense.  Tenant s failure to timely pay its utility bills shall be
  deemed a material breach of this Lease and an event of default.
  Notwithstanding any other provision of this Lease, upon delivery of
  a written notice by Landlord to Tenant of such even of default for
  failure to pay such utility charges and Tenant s failure to cure said
  default within 3 days of the delivery of such notice, Landlord may
  terminate this Lease.
   
  7. Construction, Delivery, and
  Condition
  
  (a)  If delivery of possession of the Premises to Tenant
  is delayed beyond the anticipated Commencement Date because of a
  delay in the completion of construction of the Premises by Landlord
  or because of a failure of an existing tenant to surrender possession
  of the Premises to Landlord, then this Lease shall remain in full
  force and effect, Landlord shall not be liable to Tenant for any
  damage occasioned by delay, and the Commencement Date shall be
  changed to the date actual delivery of possession to Tenant is
  tendered. Notwithstanding the foregoing, if tender of possession is
  delayed more than 120 days after the anticipated Commencement Date
  as set forth in Article 1(a), Tenant, by written notice to Landlord,
  may terminate this Lease prior to taking possession, and upon such
  termination any Security Deposit shall be refunded and both Landlord
  and Tenant shall be released of all further obligation hereunder. 
   
  (b)  Tenant accepts the Premises AS IS, acknowledges that
  Landlord has made no representations or warranties with respect
  thereto and is relying solely upon Tenant s own independent factual,
  physical and legal investigation, tests and studies. No Improvements
  shall be constructed until approved plans and specifications have
  been attached to this Lease or otherwise accepted by both Landlord
  and Tenant.  Landlord will have final approval of all Improvements. 
   
  (c)  All Work shall be performed by licensed, bondable
  Contractors (defined below) approved in writing by Landlord, whose
  approval shall not be unreasonably withheld. The term  Contractor  as
  used herein includes subcontractors or other persons hired or
  retained by Tenant to construct improvements in the Premises. No Work
  shall be commenced until Landlord shall first have received from
  Tenant or its contractor a labor and materials payment bond issued
  by a responsible surety in form reasonably satisfactory to Landlord
  insuring that no mechanic's lien may be asserted against the Premises
  or the Center in connection with the Work. Landlord may post signs
  of non-responsibility around the Premises.
   
  (d)  Tenant shall have no right to enter the Premises
  and/or to perform the Work prior to the Commencement Date, without
  Landlord's written consent. If Landlord does so consent, Tenant shall
  comply with directions of the Landlord and shall not interfere with
  any of Landlord's construction activities. Any work performed by
  Tenant, or any fixtures, furnishings, equipment and other personal
  property moved onto the Premises, shall be at Tenant's own risk.
  Neither Landlord nor Landlord's agents or contractors shall be
  responsible to Tenant for damage or destruction of Tenant's work or
  property excepting damage or destruction occasioned by Landlord's own
  gross negligence. Tenant agrees to indemnify Landlord and hold
  Landlord harmless from and against claims made with respect to
  injuries to persons or damage or destruction of property of other
  persons moved onto the Premises prior to the Commencement Date. 
   
  (e)  Landlord has no obligation to design or construct
  improvements or to make alterations in the Premises.
   
  (f)  Upon the expiration or earlier termination of this Lease
  or upon the termination of Tenant's right of possession, whether by
  lapse of time or otherwise, Tenant shall, upon demand by the
  Landlord, at Landlord's option, at the Tenant's sole expense,
  forthwith remove any alterations, additions or improvements made by
  Tenant, designated by Landlord to be removed, and Tenant shall,
  forthwith at its sole cost and expense, repair any damage to the
  Premises caused by such removal and restore the Premises to a
  condition reasonably comparable to their condition at the
  commencement of the Lease.  If not so demanded by the Landlord, then
  any alterations, additions or improvements to the Premises, including
  signs, but not including movable furniture and trade fixtures, shall
  at the expiration or earlier termination of this Lease or upon the
  termination of Tenant's right of possession, whether by lapse of time
  or otherwise, become a part of the realty and belong to Landlord.
             
            8. Repair and Maintenance
  
  (a)  Tenant shall, at Tenant s sole cost and expense, as
  of the Commencement Date maintain the Premises and the improvements
  thereon (including without limitation all heating, air conditioning,
  ventilation, electrical and plumbing systems serving the Premises,
  all signs, locks, doors and door frames), in good condition and
  repair. All exterior and interior glass in the Premises shall be
  maintained by Tenant and any glass broken shall be promptly replaced
  by Tenant at its expense with glass of the same kind, size and
  quality.  If Tenant does not do so, Landlord may, but need not, make
  any such repairs and replacements, and Tenant shall pay Landlord the
  cost upon demand.  Tenant hereby waives all right, if any, to make
  repairs at the expense of Landlord. 
  
  (b)  Subject to the provisions of Article 7, Landlord shall
  repair and maintain the Common Areas, the roof and exterior of the
  Premises and all utility lines below grade or in the Common Areas.
  Landlord shall not be responsible to make any repairs or perform any
  maintenance unless written notice of the need for such repairs or
  maintenance is given by Tenant and Landlord determines, in good
  faith, that such need does exist. Except in the case of a fire or
  casualty as provided in Article 13 or in the event of  a business
  interruption caused solely by Landlord s gross negligence which
  exceeds 14 days, there shall be no abatement of Rent and no liability
  of Landlord by reason of any entry to the Premises, interruption of
  services or facilities, temporary closure of Common Areas, or
  interference with Tenant's business arising from the making of any
  repairs or maintenance.  
  
  9. Alterations and Personal Property
  
  Tenant shall not make or suffer to be made any alterations,
  additions or improvements to the Premises, including signs, without
  the prior written consent of Landlord of which consent shall not be
  unreasonably withheld, but which shall not be required to be given
  until Landlord has actually received a copy of Tenant s building
  permit and plans (interior and exterior). Landlord may condition its
  consent upon provision of a payment bond, in amount and form
  reasonably satisfactory to Landlord, covering the work to be done by
  Tenant's contractor. Tenant shall not install any antenna, satellite
  dish or other fixture or equipment on the roof or in the Common
  Areas. In the event Landlord consents to the making of any
  alterations, additions or improvements to the Premises by Tenant,
  they shall be made by Tenant at Tenant's sole cost and expense and
  any contractor or person selected by Tenant to perform the work must
  first be approved in writing by Landlord. Tenant shall not permit any
  mechanic's or materialmen's lien to stand against the Premises for
  any labor or materials provided to the Premises by any contractor or
  other person hired or retained by Tenant. Tenant shall cause any such
  lien to be discharged (by bonding or otherwise) within ten days after
  demand by Landlord, and if it is not discharged within ten days,
  Landlord may, in addition to all other remedies for an event of
  default, pay or otherwise discharge the lien and immediately recover
  all amounts so expended from Tenant as Rent. Upon the expiration or
  earlier termination of this Lease or upon the termination of Tenant's
  right of possession, whether by lapse of time or otherwise, Tenant
  shall, upon demand by Landlord, at Landlord's option, at Tenant's
  sole cost and expense, forthwith remove any alterations, additions
  or improvements made by Tenant, designated by Landlord to be removed,
  and Tenant shall, forthwith at its sole cost and expense, repair any
  damage to the Premises caused by such removal and restore the
  Premises to a condition reasonably comparable to their condition at
  the commencement of the Lease. If not so demanded by Landlord, then
  any alterations, additions or improvements to the Premises, including
  signs, but not including movable furniture and trade fixtures, shall,
  upon the expiration or earlier termination of this Lease or upon the
  termination of Tenant's right of possession, whether by lapse of time
  or otherwise, become a part of the realty and belong to Landlord.  
  
  10. Certain Rights Reserved by
  Landlord
  
  Landlord shall have the right: 
   
  (i)  To change the Center's name or street address; 
   
  (ii) To enter the Premises either personally or by
  designated representative at all reasonable times during normal
  business hours or other hours with prior notification for the purpose
  of examining or inspecting the same, showing the same to prospective
  purchasers or lessees, or performing any repairs, construction or
  alteration in relation to the Center or which is Landlord's
  responsibility under this Lease. Landlord shall be permitted to do
  any of the above without any rebate of Rent and without any liability
  to Tenant for any loss of occupation or quiet enjoyment of the
  Premises thereby occasioned. Tenant shall provide Landlord with a key
  to the Premises for purposes of emergency entry by Landlord or its
  agents. Use of this key is to be restricted to emergency situations
  or as permitted by Tenant hereunder.
   
  (iii)     To grant to anyone the exclusive right to conduct any
  business or render any service in or to the Center, provided such
  exclusive right shall not operate to exclude Tenant from the use
  expressly permitted under Article 4. 
   
  None of the rights specified above shall be construed or
  otherwise considered as a waiver of any rights Landlord may have
  under this Lease, at law or in equity or otherwise. 
  
  11. Damage to Property; Injury to Persons;
  Insurance; Indemnity
  
  (a)  Tenant shall defend, indemnify and hold Landlord
  harmless, regardless of fault or negligence which is imputed to
  Landlord as the owner of Center, from any and all claims costs,
  liability, damage or expense, including reasonable attorneys' fees,
  for any death, damage or injury to persons or property occurring on
  the Premises and resulting in whole or in part from (i) any
  misrepresentation, breach of warranty or nonfulfillment of any
  agreement on the part of Tenant contained in this Lease, (ii) any
  act, omission or condition for which Tenant is solely responsible
  under the Lease, (iii) any work of construction, improvement or
  demolition controlled by or subject to the control of Tenant, (iv)
  the negligence of Tenant, its agents, employees or contractors, (v)
  Tenant's use or occupancy of the Premises, (vi) the conduct of its
  business, (vii) from any activity, work, or thing done, permitted or
  suffered by Tenant in or about the Premises, or (viii) from the
  condition of the Premises.  Tenant shall further defend, indemnify
  and hold Landlord harmless from any and all claims arising in whole
  or in part from any breach or default in the performance of this
  Lease by Tenant, and/or arising in whole or in part from any act of
  Tenant, or of its agents or employees, and from all costs, attorneys'
  fees, expenses and liabilities incurred directly or indirectly as a
  result of any such act and/or claim. Tenant, as a material part of
  the consideration to Landlord, hereby assumes all risk of damage to
  property or injury to persons, in, upon, or about the Premises from
  any cause, and Tenant hereby waives all claims in respect thereto
  against Landlord. Landlord shall in no event be liable for loss of
  or damage to any property by vandalism, theft or otherwise, or for
  any injury or damage to persons or property resulting from fire,
  explosion, falling plaster, steam, gas, electricity, water or rain
  which may leak from any part of any building or from the pipes,
  appliances or plumbing works therein, or from the roof, street or
  subsurface, or from any other place resulting from dampness, or from
  the
  elements or any other cause whatsoever. Landlord shall not be liable
  for interference with the natural light. Tenant shall give immediate
  notice to Landlord of any fire, accident or defect discovered with
  the Premises or the building of which the Premises are a part. Tenant
  acknowledges that it can protect itself against some or all of the
  foregoing risks by procuring appropriate insurance. Tenant's
  indemnification obligations shall survive the expiration or earlier
  termination of this Lease or upon the termination of Tenant's right
  of possession, whether by lapse of time or otherwise.
  
  (b)  Tenant shall, at Tenant s sole cost and expense, as
  of the Commencement Date maintain fire and extended coverage
  insurance throughout the term of this Lease in an amount equal to one
  hundred percent of the replacement value of Tenant's fixtures,
  furnishings, equipment and other personal property located on the
  Premises, together with such other insurance as may be required by
  Landlord's lender or by any government agency. All proceeds of
  Tenant's policy of fire and extended coverage insurance shall be
  payable to Tenant, and all proceeds of policies of insurance procured
  by Landlord shall be payable to Landlord. Tenant hereby waives any
  right of recovery from Landlord and Landlord hereby waives any right
  of recovery from Tenant for any loss or damage (including
  consequential loss) resulting from any of the perils insured against
  in the insurance policies required to be maintained hereunder. During
  the Term,  Tenant shall, at Tenant's sole cost and expense, maintain
  general public liability insurance against claims for personal
  injury, death or property damage occurring in, upon or about the
  Premises. The limitation of liability of such insurance shall be not
  less than Two Million Dollars in respect to injury or death of one
  person and to the limit of not less than Two Million Dollars in
  respect to any one accident and to the limit of not less than Five
  Hundred Thousand Dollars in respect to property damage. All of
  Tenant's policies of liability insurance shall be obtained by Tenant
  in an "occurrence" form and shall name Landlord as an additional
  insured or loss payee, as appropriate. All policies of insurance or
  copies thereof required to be carried by Tenant under this Article
  12 shall be delivered to Landlord prior to the Commencement Date and
  thereafter at least thirty days prior to the expiration of the then
  current policies. Each policy shall contain an endorsement
  prohibiting cancellation or non-renewal without at least 30 days
  prior notice to Landlord. 
             
              12. Fire and Casualty
  
  If the Premises are wholly or partially destroyed or damaged
  by fire or other casualty, Landlord shall restore the Premises with
  reasonable diligence; provided, however, that Landlord shall have no
  obligation to restore improvements not originally provided by
  Landlord or to replace any of Tenant's fixtures, furnishings,
  equipment or personal property; and provided further that Landlord
  need not commence repairs until insurance proceeds are available and
  are released in a sufficient amount for such purpose by any lender
  holding a lien on all or part of the Center. Proceeds of insurance
  payable with respect to a fire or other casualty shall be received
  and held by Landlord. Notwithstanding the foregoing, in the event the
  Premises are destroyed or damaged by any fire or casualty to the
  extent of not less than twenty-five percent of the replacement cost
  thereof, or if the fire or casualty occurs within the last three
  years of the Term, then Landlord shall have the option to terminate
  this Lease by giving notice to Tenant within sixty days after the
  occurrence of such damage or destruction, in which case Landlord
  shall retain all insurance proceeds with respect to the Premises as
  its own property and shall not be required to spend any more on the
  restoration than the amount of proceeds actually received by
  Landlord.  If Landlord does not terminate this Lease as provided
  above, this Lease shall continue in full force and effect, but
  Minimum Annual Rent shall equitably abate until the restoration is
  substantially complete.  However, in the event it is determined that
  Tenant's ability to continuously operate and conduct business on the
  Premises is not hindered, then Minimum Annual Rent shall abate in
  proportion to the Premises under restoration. The provisions of this
  Lease shall govern when this Lease shall be terminable as a result
  of a fire or casualty, and no other rule or statute on the subject
  shall apply.
  
     13. Condemnation
  
  In the event the entire Premises shall be appropriated or
  taken under the power of eminent domain, this Lease shall terminate
  and expire as of the date of such taking. In the event more than
  twenty-five percent of the Premises is taken under the power of
  eminent domain, or if by reason of any appropriation or taking,
  regardless of the amount so taken, the remainder of the Premises is
  not one undivided parcel of property, either Landlord or Tenant shall
  have the right to terminate this Lease as of the date Tenant is
  required to vacate a portion of the Premises upon giving notice in
  writing of such election within thirty days after receipt by Tenant
  from Landlord of written notice that the Premises have been so
  appropriated or taken. If neither Landlord nor Tenant elects to so
  terminate this Lease, or in the event less than twenty-five percent
  of the Premises shall be appropriated under the power of eminent
  domain by any public or quasi-public authority, and the remainder
  thereof is an undivided parcel of property, then Landlord shall
  restore the Premises to the extent practicable to their condition
  prior to the taking, provided that no such restoration need commence
  until the condemnation proceeds are available and released in a
  sufficient amount for such purpose by any lender holding a lien on
  all or part of the Center and further provided that Landlord shall
  not be required to spend more than the condemnation proceeds actually
  received by Landlord, and thereafter the Minimum Annual Rent shall
  be reduced on an equitable basis, taking into account the relative
  value of the portion taken as compared to the portion remaining. All
  awards or compensation for any taking of any part of the Premises,
  whether payable to Landlord or Tenant, shall be the sole property of
  Landlord. Notwithstanding anything to the contrary contained herein,
  Tenant shall be entitled to receive any portion of an award of
  compensation relating to damage to or loss of trade fixtures or other
  personal property belonging to Tenant, and Landlord shall be under
  no obligation to restore or replace Tenant's furnishings, fixtures,
  equipment and personal property. For the purposes of this Article 14,
  a voluntary sale or conveyance in lieu of condemnation shall be
  deemed an appropriation or a taking under the power of eminent
  domain. 
  
  14. Assignment and Subletting; Sale by
  Landlord
  
  (a)  Tenant shall not, either voluntarily or by operation
  of law, assign, hypothecate or transfer this Lease, or sublet the
  Premises or any part thereof, or permit the Premises or any part
  thereof to be occupied by anyone other than Tenant or Tenant's
  employees (individually, a  Transfer ), without the Landlord's prior
  written consent ("Transfer Notice") which shall not be unreasonably
  withheld.   However, Tenant may, without Landlord's prior approval,
  sublet the Premises to Pinnacle Inn at The Citadel, LLC.  Landlord
  shall be under no obligation to give or withhold consent until after
  all information reasonably required by Landlord with respect to the
  identity, background, experience and financial worth of the proposed
  assignee, transferee, or subtenant (the  Transferee ) has been
  provided.  No hypothecation, assignment, sublease or other transfer
  to which Landlord has consented shall be effective for any purpose
  until such time as fully executed documents of such transaction have
  been provided to Landlord, and, in the case of an assignment, the
  assignee has attorned directly to Landlord, and in the case of a
  sublease, the sublessee has acknowledged that the sublease is subject
  to all of the terms and conditions of this Lease. Any assignment,
  mortgage, transfer or subletting of this Lease which is not in
  compliance with the provisions of this Article 15 shall be voidable
  by Landlord and shall, at the option of Landlord, terminate this
  Lease.  Any differing of use or extension of use by Tenant or any
  Transferee will, at the option of Landlord terminate this Lease. The
  consent by Landlord to an assignment or subletting shall not relieve
  Tenant from obtaining the express written consent of Landlord to any
  further assignment or subletting or release Tenant from any liability
  or obligation hereunder, whether or not then accrued. Except as
  provided in this Article, this Lease shall be binding upon and inure
  to the benefit of the successors and assigns of the parties. 
  
  (b)  In the event of a sale or conveyance by Landlord of
  the Premises, Landlord shall be relieved of all future liability upon
  any of the covenants or conditions, express or implied, in favor of
  Tenant, and Tenant shall look solely to Landlord's successor in
  interest. This Lease shall not be affected by any sale, and Tenant
  shall attorn to the successor in interest. If any Security Deposit
  has been made by Tenant, the successor in interest shall be obligated
  to return it in accordance with the terms hereof and Landlord shall
  be discharged from any further liability in reference thereto. 
  
  (c)  If any rent of other monetary payment due under the
  terms of this Lease is made by check wherein the payor is other than
  the Tenant herein, acceptance thereof shall in no way constitute
  acceptance by Landlord of any assignment or subletting. Any
  assignment or subletting must comply with the conditions of this
  Article 15.
  
  15. Estoppel Certificate
  
  (a)  Tenant shall at any time and from time to time upon
  not less than ten days' prior written notice from Landlord execute,
  acknowledge and deliver to Landlord a statement in writing (i)
  certifying that this Lease is unmodified and in full force and effect
  (or if modified, stating the nature of such modification and
  certifying that this Lease, as so modified, is in full force and
  effect) and the dates to which the rental and other charges are paid
  in advance, if any; (ii) acknowledging that there are not, to
  Tenant's knowledge, any uncured defaults on the part of Landlord
  hereunder, or specifying such defaults if they are claimed; and (iii)
  certifying such other matters relating to this Lease as Landlord may
  reasonably request. Any such statement may be relied upon by any
  prospective purchaser or encumbrancer of all or any portion of the
  real property of which the Premises are a part. 
  
       (b)  Tenant's failure to deliver a statement within the
  time prescribed by Landlord in its request for same shall be
  conclusive upon Tenant (i) that this Lease is in full force and
  effect, without modification except as may be represented by
  Landlord, (ii) that there are no uncured defaults in Landlord's
  performance, and (iii) that not more than one month's rental has been
  paid in advance. 
  
   16. Landlord's Remedies
  
  (a)  The following shall constitute events of default: 
   
  (i) Tenant's failure to pay any amount due under
  Article 2, Article 5(b) or Article 7 of this Lease within 5 days of
  when due, or Tenants failure to pay any other amount due under this
  Lease within 5 days after notice from Landlord. 
   
  (ii) Tenant's failure to execute, acknowledge and
  return an estoppel certificate under Article 16 or a subordination
  agreement under Article 19, within ten days after request. 
   
  (iii) Tenant's failure to perform any other obligation
  under this Lease within fifteen days after notice of nonperformance;
  provided, however, that if the breach is of such a nature that it can
  be cured but it cannot be cured within fifteen days, Tenant shall be
  deemed to have cured if cure is commenced promptly and diligently
  pursued to completion with completion accomplished within 30 days of
  the original notice of nonperformance; and provided further, that in
  the event of a breach involving an imminent threat to health or
  safety, Landlord may in its notice of breach reduce the period for
  cure to such shorter period as may be reasonable under the
  circumstances. 
   
  (iv) Tenant vacates, abandons, or otherwise ceases to
  operate the Premises on a continuing basis except temporary absence,
  excused by Landlord in its sole discretion, by reason of fire,
  casualty, or other cause wholly beyond Tenant's control. 
   
  (v) Any goods, chattels or equipment of Tenant are
  taken in execution or in attachment or if a writ of execution is
  issued against Tenant or if Tenant or any guarantor becomes insolvent
  or files a petition under the Bankruptcy Act or becomes bankrupt or
  takes the benefit of any statute that may be in force for bankrupt
  or insolvent debtors or becomes involved in voluntary or involuntary
  winding-up proceedings or if a receiver shall be appointed for the
  business, property, affairs or revenues of Tenant or any guarantor
  (provided, however, that in the case of involuntary proceedings,
  Tenant shall have 60 days to cause them to be dismissed), or if
  Tenant makes a bulk sale of its goods or moves or commences, attempts
  or threatens to move its goods, chattels and equipment out of the
  Premises other than in the normal course of its business. 
   
  (b)  Upon the occurrence of an event of default, Landlord,
  at any time thereafter without further notice or demand, may, in
  addition to all of its rights and remedies at law and/or at equity, 
  exercise any one or more of the following remedies concurrently or
  in succession, all of which shall be cumulative: 
   
  (i) Terminate Tenant's right to possession of the
  Premises by legal process or otherwise, with or without terminating
  this Lease, and retake exclusive possession of the Premises. 
   
  (ii) From time to time relet all or portions of the
  Premises, using reasonable efforts to mitigate Landlord's damages.
  In connection with any reletting, Landlord may relet for a period
  extending beyond the term of this Lease and may make alterations or
  improvements to the Premises without releasing Tenant of any
  liability. Upon a reletting of all or substantially all of the
  Premises, Landlord shall be entitled to recover all of its then
  prospective damages for the balance of the Lease term measured by the
  difference between amounts payable under this Lease and the
  anticipated net proceeds of reletting during the remaining Term. In
  no event shall Tenant be entitled to receive any amount representing
  the excess of avails of reletting over amounts payable hereunder. 
   
  (iii) From time to time recover accrued and unpaid
  rent and damages arising from Tenant's breach of the Lease,
  regardless of whether the Lease has been terminated, together with
  applicable late charges and interest. 
   
  (iv) Enforce the statutory landlord's lien on Tenant's
  property. 
   
  (v) Recover all reasonable attorneys' fees incurred
  by Landlord in connection with enforcing this Lease, recovering
  possession and collecting amounts owned. 
   
  (vi) Perform the obligation on Tenant's behalf and
  recover from Tenant, upon demand, the entire amount expended by
  Landlord plus 20% for special handling, supervision, and overhead. 
  
  (vii) Terminate this Lease by giving written notice
  of such intention to terminate. In the event that Landlord elects to
  terminate this Lease, then Landlord may recover from Tenant:
  
  (a) All unpaid Rent owed by Tenant as of the
  date of termination;                          plus
                   (b) All Rent which would have been payable by
    Tenant under this Lease but for its termination until
    the time of award; plus
    (c) All Rent under the Lease for the balance
    of the Term after the time of award; plus
  (d) All other damages incurred by Landlord as
  a result of Tenant s                    default.
            default.
       Although defined elsewhere, the parties acknowledge that the
  term  Rent  shall be deemed to be and mean the Annual Minimum Rent
  and all other sums required to be paid by Tenant pursuant to the
  terms of this Lease.          
   
  (viii) Pursue other remedies available at law or in
  equity. 
   
  (c)  Upon a termination of Tenant's right to possession,
  whether or not this Lease is terminated, subtenancies and other
  rights of persons claiming under or through Tenant: (i) shall be
  terminated or (ii) Tenant's interest shall be assigned to Landlord.
  Landlord may separately elect termination or assignment with respect
  to each such subtenancy or other matter. 
  
         17. Notices
  
  All notices to be given by one party to the other under this
  Lease shall be in writing, mailed or hand-delivered to each at the
  address to the individual, set forth at the end of this Lease or at
  a changed address if notice of the change is given to the other party
  in writing. In the case of notice to Tenant after Tenant takes
  possession of the Premises, notice shall be sufficient if mailed or
  delivered to the address of the Premises.  Mailed notices shall be
  sent by United States certified or registered mail, postage prepaid.
  Such notices shall be deemed to have been given upon posting in the
  United States mail. Actual notice shall be no substitute for written
  notice under any provision of this Lease. 
   
      18. Subordination
  
  Landlord expressly reserves the right at any time to place
  ground leases, liens and encumbrances on and against the Premises and
  the Center (collectively, the  Title Matters ), superior in lien and
  effect to this Lease and the estate created hereby. Tenant
  acknowledges that there may currently exist any such Title Matters
  which are superior in lien and effect to this Lease and the estate
  created hereby. This provision shall be self-operative, but Tenant
  shall nevertheless execute upon request subordination agreements
  presented by Landlord to confirm the superiority of the Title
  Matters.
  
            19.  Authority to Execute
  
  Any individual executing this Lease on behalf of or as a
  representative for a corporation or other person, firm, partnership
  or entity represents and warrants that such individual is duly
  authorized to execute and deliver this Lease on behalf of said
  corporation, person, firm, partnership or other entity and that this
  Lease is binding upon said entity in accordance with its terms. If
  Tenant is a corporation, Tenant shall deliver to Landlord within
  fifteen days after the execution hereof a certified copy of a
  resolution of the Board of Directors of said corporation authorizing
  or ratifying the execution and delivery of this Lease by the
  individuals executing and delivering same on behalf of Tenant.
  
                   20.  Brokers
  
  Landlord and Tenant each covenant that they have not dealt
  with any real estate broker or finder with respect to this Lease and
  each party shall hold the other party harmless from all damages,
  claims, liabilities or expenses, including reasonable and actual
  attorneys' fees (through all levels of proceedings), resulting from
  any claims that may be asserted against the other party by any real
  estate broker or finder with whom the indemnifying party either has
  or is purported to have dealt.     
  
                 21. Arbitration
  
          All controversies, disputes or claims arising between
  Landlord and Tenant in connection with, arising from, or with respect
  to this Lease or any agreement related to this Lease between the
  parties shall be submitted for binding arbitration in accordance with
  rules of the American Arbitration Association or any successor
  thereof.  Arbitration shall be conducted solely on an individual, not
  a class-wise basis, unless all parties so agree.  Venue of such
  arbitration shall be set in Maricopa County, Arizona.  Each party
  shall select one arbitrator (who shall not be counsel for the party)
  and the two so designated shall select a third arbitrator.  If either
  party shall fail to designate an arbitrator within ten (10) days
  after arbitration is requested, or if the two arbitrators shall fail
  to select a third arbitrator within twenty (20) days after
  arbitration is requested, then such arbitrator shall be selected by
  the American Arbitration Association or any successor thereto upon
  application of either party.  Judgment upon any award of the majority
  of arbitrators shall be binding, final and non-appealable and shall
  be entered in a court of competent jurisdiction.  The award of the
  arbitrators may grant any relief which might be granted by a court
  of general jurisdiction including, without limitation, an award of
  damages and/or injunctive relief, and the costs of the arbitration,
  including the reasonable fees of the arbitrators and reasonable
  attorney s fees.  All issues relating to the arbitrability or the
  enforcement of the agreement to arbitrate contained herein shall be
  governed by the Federal Arbitration Act (9 U.S.C.   1 et. seq.) and
  the Federal Common Law of Arbitration.
                        
       22. Americans with Disabilities Act
  
  Landlord and Tenant hereby acknowledge that the Americans with
  Disabilities Act (the  ADA ) may affect Tenant s use and occupancy of
  the Premises and requires Tenant to modify or alter the design,
  layout or other physical elements of the interior of the Premises or
  provide auxiliary services in connection with its business
  operations. Tenant shall comply in all respects with the requirement
  of the ADA as it affects Tenant s use and occupancy of the Premises
  throughout the Term, and Tenant acknowledges that, notwithstanding
  any modifications to the Common Areas which may be made by Landlord
  in order to conform such areas with the requirements of the ADA, 
  Landlord makes no representation or warranties regarding the
  compliance of the Premises of the Center with the ADA, nor shall
  Landlord have any obligations or liabilities to Tenant to construct
  any modifications or alterations to the interior of the Premises in
  order to comply with the ADA.
                         
             23. General Provisions
  
  (a)  This Lease and the obligations of Tenant hereunder
  shall not be affected or impaired because Landlord is unable to
  fulfill any of its obligations hereunder or is delayed in doing so
  if such inability or delay is caused by reason of any strike,
  lockout, civil commotion, war-like operations, invasion, rebellion,
  hostilities, military or usurped power, sabotage, governmental
  regulations or controls, inability to obtain any material, service
  or financing, Act of God or other cause beyond the control of the
  Landlord. 
  
       (b)  Landlord shall have the right to, from time to time,
  make rules and regulations for the Center and its operations. Tenant
  and its officers, agents, and employees, agree to comply with the
  rules and regulations established by Landlord and with such
  modifications and additions as Landlord may hereafter make for the
  Center.  Any violation of the rules and regulations shall constitute
  a material breach of this Lease. 
  
       (c)  The article captions contained in this Lease are for
  convenience only and shall not be considered in the construction or
  interpretation of any provision. The masculine, feminine or neuter
  gender and the singular or plural number shall be deemed to include
  the others whenever the context so requires or indicates.
   
  (d)  This Lease contains all of the agreements of the
  parties hereto with respect to any matter covered or mentioned in
  this Lease, and no prior agreement or understanding pertaining to any
  matter shall be effective for any purpose. No provision of this Lease
  may be amended or added to except by an agreement in writing signed
  by the parties hereto or their respective successors in interest. 
   
  (e)  Submission of this instrument for examination shall
  not bind Landlord in any manner, and no lease or obligations of 
  Landlord shall arise until this instrument is signed and delivered
  by authorized officers of Landlord and Tenant. 
   
  (f)  No rights to light or air over any property, whether
  belonging to Landlord or any other persons, are granted to Tenant by
  this Lease. 
   
  (g)  No waiver by Landlord of any provisions of this Lease
  or any breach by Tenant hereunder shall be deemed to be a waiver of
  any other provision hereof, or of any subsequent breach by Tenant of
  the same or any other provision. Landlord's consent to or approval
  of any act by Tenant requiring Landlord's consent or approval shall
  not be deemed to render unnecessary the obtaining of Landlord's
  consent to or approval of any subsequent act of Tenant, whether or
  not similar to the act so consented to or approved. No act or thing
  done by Landlord or Landlord's agent during the term of this Lease
  shall be deemed an acceptance of a surrender of the Premises, and no
  agreement to accept a surrender shall be valid unless in writing and
  signed by Landlord. No employee of Landlord or of Landlord's agents
  shall have any power to accept the keys to the Premises prior to the
  termination of this Lease, and the delivery of the keys to any
  employee shall not operate as a termination of the Lease or a
  surrender of the Premises. 
  
       (h)  Time is of the essence of this Lease. 
  
  (i)  All exhibits attached hereto are incorporated herein
  by this reference.
  
  (j)  The parties hereto agree that all the provisions
  hereof are to be construed as covenants and agreements as though the
  words importing such covenants and agreements were used in each
  separate paragraph hereof.  This Lease is the result of negotiations
  between Landlord and Tenant, who each had the opportunity to obtain
  legal advice regarding the same.  This Lease shall not be construed
  for or against Landlord or Tenant on the basis of which party
  physically served as scrivener of this Lease.
  
  (k)  Nothing contained in this Lease shall be deemed or
  construed by the parties hereto or by any third person to create the
  relationship of principal and agent, partnership, joint venture, or
  any other association between Landlord and Tenant other than the
  landlord-tenant relationship described herein.
  
  (l)  In the event either party shall commence or be
  required to defend any action or proceeding against any other party
  by reason of any breach or claimed breach of any provision of this
  Lease, to commence or defend any action or proceeding in any way
  connected with this Lease or to seek a judicial declaration of rights
  under this Lease, the party prevailing in such action or proceeding
  shall be entitled to recover from or to be reimbursed by the other
  party for the prevailing party's reasonable attorneys' fees and costs
  through all levels of proceedings.
  
  (m)  If any provision of this Lease or the application
  thereof to any person or circumstance shall be deemed invalid or
  unenforceable, the remainder of this Lease and its application to
  other persons or circumstances shall not be affected by such partial
  invalidity but shall be enforced to the fullest extent permitted by
  law as though such invalid or unenforceable provision was never a
  part hereof.
  
  (n)  This Lease shall be construed in accordance with the
  laws of the State of Arizona without regard to its principles of
  choice of law, and the parties agree that jurisdiction for all
  actions hereunder shall lie therein.
  
  (o)       This Lease shall be governed by the laws of the State
  of Arizona. 
  
  LANDLORD:                              ADDRESS:
  
  Pinnacle Citadel, L.L.C., an          23733 N. Scottsdale Road  
  Arizona limited liability company     Scottsdale, Arizona 85255      
                  
             
  By:  Prime Pinnacle Peak Properties, 
  Inc., an Arizona corporation, 
  Its Managing Member 
  
   
  By: /s/ Harvey Acridge
  -------------------------------
  Harvey Acridge, General Manager
  
   
  
   
  TENANT:                            ADDRESS:
             
                             
  Giant Industries Arizona, Inc.    23733 N. Scottsdale Road
  an Arizona corporation            Scottsdale, AZ 85255
                                  
  By: /s/ James E. Acridge
  ----------------------------------
        James E. Acridge
  
  Its: CEO
  ----------------------------------